Exhibit
10.2


 


VOTING AGREEMENT


 


THIS VOTING AGREEMENT (“Agreement”) is made and
entered into as of December 18, 2009 by and among James Construction Group,
LLC, a Florida limited liability company (“Target”), Michael D.
Killgore, as Sellers’ Representative, and each of the persons listed under the
caption “Stockholders” on Exhibit A attached hereto (each, a “Stockholder”
and collectively, the “Stockholders”). 
The Stockholders are stockholders of Primoris Services Corporation, a
Delaware corporation (the “Company”). 
Target, Sellers and Stockholders are referred to herein individually as
a “Party” and collectively as the “Parties.”


 


R E C I T A L S


 


A.            As of December 18, 2009, the Company, the
Target, the members of Target and Michael D. Killgore, as Sellers’
Representative, have entered into a Membership Interest Purchase Agreement (the
“Purchase Agreement”) that provides, inter  alia, upon the terms and subject to the conditions thereof,
for the purchase of all of the limited liability company interests of Target by
the Company.  All capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.


 


B.            As of the date hereof, each Stockholder
owns beneficially and has the right to vote (including shares subject to a
proxy provided to Brian Pratt) or to direct the vote of the number of shares of
common stock of the Company, par value $0.0001 per share (“Company Common
Stock”), as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares and any
shares of which beneficial ownership and the right to vote or to direct the
vote of that are hereafter acquired by any of the Stockholders, whether by
purchase, conversion, exercise or otherwise, prior to the termination of this
Agreement are referred to herein as the “Shares”).


 


C.            As a condition to the consummation of the
Purchase Agreement, the Stockholders have agreed to enter into this Agreement.


 


A G R E E M E N T


 


NOW, THEREFORE, in consideration of the premises and
of the mutual agreements and covenants set forth herein and in the Purchase
Agreement, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


 


1.             Voting of Shares.


 


1.1           Obligation to Vote in Favor of
the Conversion of the Buyer Shares.  During the term of this Agreement, each
Stockholder agrees to vote (or cause to be voted) the Shares over which he or
it has the right to vote or to direct the vote of, in favor of the conversion
of the Buyer Shares to Company Common Stock at any meeting of the holders of
the Company Common Stock, however called, or in connection with any written
consent of the holders of the Company Common Stock.


 


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1.2           Term of Agreement.  The obligations of the Stockholders pursuant to
this Agreement shall terminate immediately following the date the stockholders
of the Company approve the conversion of the Buyer Shares to Company Common
Stock at any meeting of the holders of the Company Common Stock, however
called, or by written consent.


 


1.3           Obligations as Director and/or
Officer.  Nothing in
this Agreement shall be deemed to limit or restrict any director or officer of
the Company from acting in his or her capacity as such director or officer or
from exercising his or her fiduciary duties and responsibilities, it being
agreed and understood that this Agreement shall apply to each Stockholder
solely in his or her capacity as a Stockholder of the Company and shall not
apply to his or her actions, judgments or decisions as a director or officer of
the Company if he or she is such a director or officer.


 


1.4           Disclosure.  The Stockholders hereby agree that the
Company is permitted to publish and disclose in the Proxy Statement and any
other form, document or schedule filed with the SEC, and any press release or
other disclosure document which Buyer and Sellers reasonably determine to be
necessary or desirable in connection with the Purchase Agreement and any
transactions related thereto, the Stockholders’ identity and ownership of the
Shares and the nature of the Stockholders’ commitments, arrangements and
understandings under this Agreement.


 


1.5           Transfer.  No Stockholder shall transfer any Shares if
such transfer will result in an excess of 200,000 shares of Company Common
Stock, in aggregate, being sold by the Stockholders after the date hereof
unless the transferee agrees in writing to be bound to the terms and conditions
of this Agreement.


 


2.             Representations and Warranties; Covenants of
the Stockholders.  Each
Stockholder hereby severally represents warrants and covenants as follows:


 


2.1           Authorization.  Such Stockholder has full legal capacity and
authority to enter into this Agreement and to carry out such Stockholder’s
obligations hereunder.  This Agreement
has been duly executed and delivered by such Stockholder, and (assuming due
authorization, execution and delivery by the Company, the Sellers and the other
Stockholders) this Agreement constitutes a legal, valid and binding obligation
of such Stockholder, enforceable against such Stockholder in accordance with
its terms.


 


2.2           No Conflict; Required Filings and
Consents.


 


(a)           The execution and delivery
of this Agreement by such Stockholder does not, and the performance of this
Agreement by such Stockholder will not, (i) conflict with or violate any
Laws applicable to such Stockholder or by which any property or asset of such
Stockholder is bound or affected, or (ii) result in any breach of or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of any
encumbrance on any property or asset of such Stockholder, including, without
limitation, the Shares, pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation.


 


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(b)           The execution and delivery
of this Agreement by such Stockholder does not, and the performance of this
Agreement by such Stockholder will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act, and (ii) where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or materially delay the
performance by such Stockholder of such Stockholder’s obligations under this
Agreement.


 


2.3           Title to Shares.  Such Stockholder is the legal and beneficial
owner of its Shares, free and clear of all liens and other encumbrances except
certain restrictions upon the transfer of such Shares.


 


3.             General Provisions.


 


3.1           Notices.  All notices and other communications given or
made pursuant hereto shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by
overnight courier service, by telecopy, or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other addresses as shall be specified by notice
given in accordance with this Section 3.1):


 


(a)           If to the Company or to any
Stockholder:


 


Primoris Services
Corporation

26000 Commercentre Drive

Lake Forest, CA  92630

Attention:  General Counsel

Facsimile:  949-595-5544


 


with
a mandatory copy to


 


Rutan &
Tucker, LLP

611 Anton Blvd., Suite 1400

Costa Mesa, CA 92626

Telephone:        (714) 641-5100

Facsimile:         (714) 546-9035

Attn:       George Wall, Esq.


 


(b)           If to the Sellers then to
the Sellers’ Representative:


 


Michael D. Killgore

James Construction Group

11200 Industriplex Boulevard

Baton Rouge, LA 70809

Telephone:        (225)
241-3211

Facsimile:         (225) 295-4838


 


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with
a mandatory copy to:


 


Kean,
Miller, Hawthorne, D’Armond, McCowan & Jarman, L.L.P.

Post Office Box 3513 (70821)

Suite 1800, One American Place

Baton Rouge, Louisiana 70802

Telephone:        (225) 382-3414

Facsimile:         (225) 215-4014

Attn: G. Blane Clark, Jr.


 


3.2           Headings.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


3.3           Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.


 


3.4           Entire Agreement.  This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.  This Agreement
may not be amended or modified except in an instrument in writing signed by, or
on behalf of, the parties hereto.


 


3.5           Specific Performance.  The parties hereto agree that irreparable
damage would occur in the event that any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.


 


3.6           Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.


 


3.7           Arbitration.  Except as otherwise provided in this
Agreement, any controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by arbitration in Harris
County, Texas.


 


(a)           Judicial Arbitration and
Mediation Services.  The
arbitration shall be administered by Judicial Arbitration and Mediation
Services (“JAMS”) in its Harris office.


 


(b)           Arbitrator.  The arbitrator shall be a retired superior or
appellate court judge of the State of Texas affiliated with JAMS.


 


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(c)           Provisional Remedies and Appeals.  Each of the parties reserves the right to
file with a court of competent jurisdiction an application for temporary or
preliminary injunctive relief, writ of attachment, writ of possession,
temporary protective order and/or appointment of a receiver on the grounds that
the arbitration award to which the applicant may be entitled may be rendered
ineffectual in the absence of such relief. 
The award of the arbitrator shall be binding, final, and nonappealable.


 


(d)           Enforcement of Judgment.  Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.  The award of the arbitrator shall be binding,
final, and nonappealable.


 


(e)           Discovery.  The parties may obtain discovery in aid of the
arbitration to the fullest extent permitted under law.  All discovery disputes shall be resolved by
the arbitrator.


 


(f)            Consolidation.  Any arbitration hereunder may be consolidated
by JAMS with the arbitration of any other dispute arising out of or relating to
the same subject matter when the arbitrator determines that there is a common
issue of law or fact creating the possibility of conflicting rulings by more
than one arbitrator.  Any disputes over
which arbitrator shall hear any consolidated matter shall be resolved by JAMS.


 


(g)           Power and Authority of Arbitrator.  The arbitrator shall not have any power to
alter, amend, modify or change any of the terms of this Agreement nor to grant
any remedy which is either prohibited by the terms of this Agreement, or not
available in a court of law.


 


(h)           Governing Law.  All questions in respect of procedure to be
followed in conducting the arbitration as well as the enforceability of this
Agreement to arbitrate which may be resolved by state law shall be resolved
according to the law of the state of Delaware. 
Any action brought to enforce the provisions of this Section shall
be brought in the Harris County Superior Court. 
All other questions in respect to this Agreement, including but not
limited to the interpretation, enforcement of this Agreement (other than the
right to arbitrate), and the rights, duties and liabilities of the parties to
this Agreement shall be governed by Delaware law.


 


(i)            Costs.  The costs of the arbitration, including any
JAMS administration fee, and arbitrator’s fee, and costs of the use of
facilities during the hearings, shall be borne equally by the parties in the
first instance.  Upon issuance of an award,
costs shall be awarded to the prevailing party.


 


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3.8           Attorneys’ Fees.  If a party to this Agreement shall bring any
action, suit, counterclaim, appeal, arbitration, or mediation for any relief
against the other parties, declaratory or otherwise, to enforce the terms
hereof or to declare rights hereunder (referred to herein as an “Action”),
the non-prevailing party in such Action shall pay to the prevailing party in
such Action a reasonable sum for the prevailing party’s attorneys’ fees and expenses
(at the prevailing party’s attorneys’ then-current rates, as increased from
time to time by the giving of advance written notice by such counsel to such
party) incurred in prosecuting or defending such Action and/or enforcing any
judgment, order, ruling or award (referred to herein as a “Decision”),
granted therein, all of which shall be deemed to have accrued from the
commencement of such Action, and shall be paid whether or not such Action is
prosecuted to a Decision.  Any Decision
entered into in such Action shall contain a specific provision providing for
the recovery of attorneys’ fees and expenses incurred in enforcing such
Decision.  The court or arbitrator may
fix the amount of reasonable attorneys’ fees and expenses upon the request of
any party.  For purposes of this Section,
attorneys’ fees shall include, without limitation, fees incurred in connection
with (1) postjudgment motions and collection actions, (2) contempt
proceedings, (3) garnishment, levy and debtor and third party examination,
(4) discovery and (5) bankruptcy litigation.


 


3.9           Submission to Jurisdiction.  Subject to the provisions of Section 3.7
above, each of the Parties submits to the
exclusive jurisdiction of any federal court sitting in the State of Texas,
County of Harris, in any action or proceeding arising out of or relating to
this Agreement and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court.  Each Party also agrees not to bring any
action or proceeding arising out of or relating to this Agreement in any other
court.  Each of the parties waives any
defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety, or other security that might be required
of the other Party with respect thereto. 
Either Party may make service on the other Party by sending or
delivering a copy of the process to the Party to be served at the address and
in the manner provided for the giving of notices in Section 9.7 of the
Purchase Agreement.  Nothing in this
Section 3.9, however, shall affect the right of either Party to serve
legal process in any other manner permitted by law or at equity.  Each party agrees that a final judgment in
any action or proceeding so brought shall be conclusive and may be enforced by
suit on the judgment or in any other manner provided by law or at equity.


 


3.10         No Waiver.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


3.11         Counterparts.  This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.


 


3.12         Purchase Agreement.  All references to the Purchase Agreement
herein shall be to such agreement as may be amended by the parties thereto from
time to time.


 


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3.13         Certain Events.  The Stockholders agree that this Agreement
and the obligations hereunder shall attach to the Shares and shall be binding
upon any person to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise, including without limitation,
any such Stockholders’ spouses, trustees, beneficiaries, heirs, guardians,
administrators or successors. 
Notwithstanding any such transfer of Shares, the transferor shall remain
liable for the performance of all obligations under this Agreement.  This Agreement and the obligations hereunder,
so long as any Stockholder is an individual, will survive the death,
incompetency and disability of such Stockholder or any other individual holder of
the Shares, so long as any Stockholder is an entity, will survive the merger or
reorganization of such Stockholder, so long as any Stockholder is a trust, will
survive the dissolution of such Stockholder.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


 


	
  TARGET:

  	
  James
  Construction Group, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael D. Killgore

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  STOCKHOLDERS:

  	
  /s/
  Brian Pratt

  
	
   

  	
  Brian
  Pratt

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  John P. Schauerman

  
	
   

  	
  John
  P. Schauerman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Timothy R. Healy

  
	
   

  	
  Timothy
  R. Healy

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Summers
  Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Summers

  
	
   

  	
   

  	
  Scott
  Summers, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Mark Thurman

  
	
   

  	
  Mark
  Thurman

  
	
   

  	
   

  
	
   

  	
   

  
	
  SELLERS’
  REPRESENTATIVE:

  	
  /s/
  Michael D. Killgore

  
	
   

  	
  Michael
  D. Killgore,

  
	
   

  	
  as
  Sellers’ Representative

  



 


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EXHIBIT
A


 


STOCKHOLDERS


 


	
  Name and Address

  	
   

  	
  Number of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Brian Pratt

  	
   

  	
   

  	
   

  
	
  26000 Commercenter Drive

  	
   

  	
   

  	
   

  
	
  Lake Forest, CA 92630

  	
   

  	
  15,732,508

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  John P. Schauerman

  	
   

  	
   

  	
   

  
	
  26000 Commercenter Drive

  	
   

  	
   

  	
   

  
	
  Lake Forest, CA 92630

  	
   

  	
  1,281,462

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Timothy R. Healy

  	
   

  	
   

  	
   

  
	
  26000 Commercenter Drive

  	
   

  	
   

  	
   

  
	
  Lake Forest, CA 92630

  	
   

  	
  518,545

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Summers Family Trust

  	
   

  	
   

  	
   

  
	
  26000 Commercenter Drive

  	
   

  	
   

  	
   

  
	
  Lake Forest, CA 92630

  	
   

  	
  1,352,986

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mark Thurman

  	
   

  	
   

  	
   

  
	
  26000 Commercenter Drive

  	
   

  	
   

  	
   

  
	
  Lake Forest, CA 92630

  	
   

  	
  53,643

  	
   

  



 


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